Terms of Reference Shobak Wind Farm (Jordan) Lenders Engineer (Technical Due Diligence)

Transcription

1 1 Background Terms of Reference Shobak Wind Farm (Jordan) Lenders Engineer (Technical Due Diligence) The European Bank for Reconstruction and Development (EBRD) and other potential lenders (together, the Lenders) are considering entering into a financing agreement with Shobak Wind Energy PSC (the Project Company) incorporated in Jordan for the sole purpose of constructing and operating a greenfield wind power plant with a capacity of 45 MW, located in Shobak municipality, approximately 46 km northwest of Ma an, and 210 km south of Amman, in southern Jordan (the Project). The Project involves the installation of thirteen (13) Vestas V136 wind turbine generators (WTGs), each rated at 3.45 MW, giving a total Project capacity of 45 MW, and will be constructed under a full scope EPC contract with the turbine supplier. The original developer of the Project was an American power plant developer and owner, Hecate Energy LLC (Hecate). In 2016, Alcazar Energy Partners (Alcazar) acquired 90% of the economic interest in the Project, Hecate remaining a 10% shareholder (together the Sponsors). Alcazar was formed in February 2014 as an independent developer and power producer focused on renewable energy across the Middle East, Turkey, and Africa region, with an emphasis on solar PV and onshore wind technologies. Despite being relatively newly established, Alcazar brings together a strong management team that has financed and developed over 100 power transactions, across 27 countries with a combined power capacity in excess of 41 GW (11 GW of which has been in renewable energy). Alcazar s sponsors comprise IFC, AMC (IFC s Fund Management Business), Alcazar Renewable Energy, the renewable energy investment arm of Dubai-based Alcazar Capital, Mubadala Infrastructure Partners, and Dash Ventures, an Amman-based venture capital fund. The Project signed the Power Purchase Agreement (PPA) with the state-owned transmission company, NEPCO, in September 2016 and an Environmental and Social Impact Assessment (ESIA) is being prepared by Eco Consult of Jordan and is expected to be finished in September The Project s site permit was granted by the Ministry of Environment on 14 December 2016, allowing the project to start the ESIA process. The site is on government-owned land that has already been allocated to the Project Company by the governmental authorities but the final lease agreement will be signed in Q The lease agreement will at least match the duration of the PPA and the total area of the land leased will be km 2. The Project will connect to the existing NEPCO grid via a newly installed 12 km 132 kv overhead line. The Project is expected to reach the financial close (FC) under the PPA with the National Electric Power Company (NEPCO) by the end of December 2017, while the first disbursement is expected to take place in the first quarter of The construction is expected to last approximately 22 months. The Lenders therefore require the assistance of a consultant (the Consultant) to perform the role of Lenders Engineer in accordance with the scope of work described below and, unless otherwise specified in the section 3, covering the Project. An energy yield re-calculation shall be performed for the Project. The Consultant must confirm that it has no conflict of interest with the Company, its affiliates or other entities involved in the project. 1

2 2 Objective The objective of this consultancy assignment is to provide the Lenders with a report on the technical aspects and risks of the Project in order to enable the Lenders to assess whether the Company will have the capacity to service the proposed loan. The Consultant shall, inter-alia, provide a critical assessment of: (h) (i) (j) (k) (l) (m) (n) (o) (p) the overall technical feasibility of the Project; the adequacy of existing wind measurements and compliance with international standards; the independent assessment of wind data, wind regime and site classification and the energy yield assessment; the independent assessment of suitability of the WTG s for the conditions at the site in Jordan; review the existing wind resource assessment; the construction arrangements, including construction schedule, and compliance with national permitting requirements; the arrangements of the Project for interconnection to the grid and compliance with Jordanian grid codes; the level of contingency and its adequacy; the technical aspects of the Project contracts support to Lenders legal adviser and insurance adviser with technical aspects of permits and project contracts; the arrangements for long term operation of the wind farm; the technical risks of the Project (i.e. a risk assessment); assessment of the capacity, skills and experience of the Sponsors in implementing and operating the proposed wind project a summary of experience and lessons learned on projects of a similar nature in comparable environments; compliance of the Project with EBRD Procurement Policies and Rules (PP&R) any technology risks, e.g. novel or untested designs. During the Phase I, the Consultant shall review and opine on the project certification according to IEC standards or equivalent, and covering inter alia: Site Certification, Foundations Certification (if available) and Turbine Certification. Based on the findings of the technical due diligence report, the Consultant is expected to advise the Lenders on any technical matters during the negotiation of the financing documents and verify the completion of all conditions precedent to achieve financial close. During Phase I the Consultant shall also verify the completion of all conditions precedent to the first disbursement to the extent these relate to technical matters. It will also provide the Lenders Technical Adviser s Certificate and advise on the use of proceeds for the first disbursement. The Consultant shall also produce a full detailed bankable and independent energy yield report based on bankable wind resource data provided by the Client in line with international standards. The energy yield report shall be provided as an appendix to the TDD report. For the avoidance of doubt, the energy yield shall be independently re-calculated by the Consultant. The Consultant will proceed with Phase 2 and Phase 3 of the assignment after satisfactory completion of Phase 1 and only upon receipt of written confirmation from EBRD. 2

3 During the second phase, the Consultant shall verify the completion of all conditions precedent to subsequent disbursements (after the first disbursement) related to the project implementation and agreements, and provide the advice required by the Lenders in order that they can make the disbursements in accordance with the loan agreements, as well as monitor the Project s construction progress in terms of the time schedule, quality of work and the performance of project participants. During the third phase, the Consultant shall at least review the operations log book and quarterly reports provided by the Project Company. He will opine on the adequacy of the O&M procedures, the reliability of the equipment, the operation and sales strategy of the Sponsors, the punch list management if any, and the contractual arrangements effectiveness (end-of-warranty equipment inspections). 3 Scope of Work and Tasks 3.1 Phase 1 - Technical Due Diligence The Consultant shall provide a technical advisory report on the Project to enable the Lenders to complete their internal approval process. The report will be based on the Consultant s review of up to three (3) versions of project documentation provided by the Sponsors (e.g. heads of terms, advanced drafts, AND final contract). The report prepared by the Consultant shall address the following aspects: Site Visit Visit the Project site to assess the overall suitability of the site to accommodate ongoing Project operations. Review and comment on: Site topography, terrain, and soil conditions for development and logistics impacts. General condition of the grounds and equipment. Access to available transportation, including roads and bridges, ports, railroads, airports for equipment maintenance, supply and replacement considerations. Access to offsite facilities for interconnection to electric power. Visual and environmental impacts. Weather conditions (extreme wind conditions due e.g. to climate change, but also sand storms, icing etc.). Any other material factors including any archaeological type findings It is assumed that the site visit will take no more than three (3) days in total including local travel time to the Project site. A Sponsor representative will join the Consultant during the site visit Design and Planning Review of the Wind Farm The Consultant shall review and opine on: initial plan of wind farm and study of wind conditions of the site for wind farm; possible grid connection and penetration concept to the utility transmission line as well as grid curtailment risk based on public information (in % or MWh/year); accessibility to the site for transportation and construction plans for wind farm; construction work, Operations and Maintenance (O&M) plan and man-power availability; investment costs breakdown and phasing of disbursement; wind farm design, including review of macro and micro setting; 3

4 execution plans, calculations and design documents including the foundations calculations (if available); and (h) Noise emission and shadow flicker impacts on the surrounding area, if any; and (i) Project certification and timing according to IEC standards, and covering inter alia Site Certification, Foundations Certification and Turbine Certification. The Consultant will advise the Lenders on the Certifications required as per best international practices Wind Conditions The Consultant shall review and opine on: (h) (i) (j) (k) (l) the location and configuration of all onsite met masts instrumentation (it is understood from the Sponsors that there are 2 met masts in operation: one mast of height 85 metres; and one mast of height 80 meters and their compliance with IEC standards. The calibrations applied to the loggers will be checked against the calibration certificates and the calibrations will be corrected if it is required; the location and configuration of representative meteorological stations used for long term correlation analysis; the quality of measured site and reference wind data and other meteorological data sources under consideration of the used sensors (anemometers and calibration certificates); analysis of Meteorological Data Evaluation; plausibility check of Terrain Description; plausibility check of Flow and Wake Model; analysis of Power Curves; analysis of Reference Turbines, if used in the wind study; analysis of Long Term Correlation (MCP analysis); independent Uncertainty analysis (considering wind data, wind fluctuation and modelling); long Term Energy yield projections (P99, P95, P90, P75, P50); and assessment and calculation of energy losses and net energy production from the project. The Consultant shall update a computational fluid dynamics (CFD) model using recognised industry-standard software with additional LT corrected datasets and gross yields and wake losses estimated at each WTG location. The energy will be predicted for 1 year (short-term), 10 years (mid-term) and 20 years (longterm). The energy yield shall be independently re-calculated by the Consultant, based on raw wind data and input provided by the Sponsors and approved by the Consultant. The calculation shall be done for up to two types of wind turbine to be determined by the Sponsors and all data available at the time of the present assignment. The Consultant shall provide the long term wind evaluation or any other improvement of the existing wind raw data set provided by the Sponsors. As a result, the Consultant shall produce a full detailed bankable (provided that the Sponsors data meet bankability requirements) energy yield report in appendix of the TDD reports in line with international standards. The independent energy yield study will be performed as described in Annex II (Scope for the independent wind energy assessment). The review of the existing wind studies is limited to a comparison of the results of these studies, with the independent wind energy study prepared by the Consultant. 4

5 3.1.4 Technical Evaluation of the Wind Turbine Design The Consultant should review and opine on: (h) (i) (j) (k) (l) suitability of the proposed wind turbine for the site conditions according to IEC international standards the conceptual design and the capability of the selected turbine to meet the requirements of the project contracts and financing documents; adequacy of the turbine supplier's engineering and design standards and procedures; track record of proposed wind turbines both worldwide and in regions presenting similar wind conditions (in particular, numbers AND actual performance levels of the Vestas V136 WTG units installed to date) / technological risk in the context of the selection of turbines of new generation/ comprehensive list of the equipment that is not common with the V126 platform and qualification of the associated level of technological risk and mitigants if any; A review of each the key components of the V136 WTG (e.g. blades, hub, rotor bearings, yaw and pitch systems, gearbox, generator, transformer, nacelle, tower etc), highlighting the differences in design compared to the previous V126 model, and assessing the technical risk associated with such changes; Enhanced power option (if applicable): detailed discussion of what any such option involves and how it is expected to impact performance of the WTGs / Review of the potential impact the enhanced power option could have on the level of warranty / performance guarantee for the WTGs; WTG certification status; assessment of the technological risk; performance guarantees, including guarantees provided by equipment manufacturers; access and availability of spare parts over the lifetime of the loan; the climatic conditions expected during the construction period and possible restrictions implied by them; review the necessity for a site calibration. The site suitability assessment shall be independently re-evaluated by the Consultant. The Consultant shall review and opine on (i) the wind turbine control system, (ii) the arrangements for communication between the wind farm and external monitoring system in the view of remote operation and maintenance support. One visit to one production facility will be performed. It is assumed that the site visit will take no more than 3 days in total including travel time Technical Review of Grid Connection and Other Electrical Matters The Consultant should review and opine on: Jordanian grid code compliance requirements and the ability of the Project to comply with them, including specification of additional equipment if necessary; scope of PPA and grid connection agreement with the transmission system operator; the conceptual design and the capability of the selected grid connection and other electrical equipment, especially for application to the wind turbine and its characteristics; power transmission characteristics, behaviour, operation and power evacuation of the wind turbines, to the extent that it is part of the Project; adequacy of the EPC Contractor's engineering and design standards and procedures; 5

6 track record, operational experiences, and quality control of proposed equipment; power transmission characteristics, behaviour, operation and power evacuation of the wind turbines including: i. generation, load patterns, short circuit levels, protection coordination, statistics and characteristics of grid system, based on such studies as prepared by others as far as available; it is assumed that a static and a dynamic system impact study will be provided by the Sponsors for review; ii. iii. iv. plans for substation and transmission line facilities, adequacy of contractual arrangement, rights of way, and related costs necessary to ensure timely interconnection with grid system between the plant and the interconnection point; to the extent such information is provided, the plans for operation and dispatching to ensure that the plant design meets the system operational requirements; and any identified areas of constraints in the system that may lead to power evacuation curtailment. v. The Consultant shall review and opine on (i) the wind turbine control system, (ii) the arrangements for communication between the windfarm and external monitoring systems. The Consultant will assess transmission network constraints based on its own local experience and provide adequate regional grid s computer simulation using publicly known data and those provided by the Sponsors, to determine the level of curtailment expected in the Project. The data might be provided as network model in either PSS/E, Digsilent, IPSA or UCTE format. The study will be a steady state load flow, and shall include sufficient dynamic or transient scenarios in order to confirm the Sponsors study. No independent simulation of the whole national grid will be conducted Project Documentation and Contractual Provisions The Consultant shall review Project contracts and opine on technical adequacy, consistency among the contracts and their suitability to achieve Project scope, requirements of the PPA, and cash flow projections. The Consultant will comment on relevant deficiencies noticed in any of the reviewed documents, providing advice regarding elimination of relevant technical risks detected and proposing necessary modifications to reflect market standards or as otherwise advisable. The Consultant shall carry out a review of EPC, O&M and MSA contracts and opine on: conformity with good engineering and construction standards and industry practices; contractors and/or the Project Company's responsibilities, system of checks and balances between contractors and the Project Company, and their ability to meet contractual requirements; performance testing and acceptance criteria for wind farm; allocation of ground risks; foundation design and electrical works design requirements; guarantees and warranties; 6

7 (h) (i) (j) (k) (l) adequacy of liquidated damages, warranties and indemnities, performance guarantees, bonuses, contract price, contingency and warranties clarity and appropriateness of payment arrangements including retention and performance bonds; adequacy of project schedule; adequacy of project supervision arrangements; method used for interface management and use of subcontractors; interfaces between the contracts and ultimate impact on PPA longstop date, if any. Documents to be reviewed inter alia: (h) (i) Power Purchase Agreement (PPA); turnkey Engineer-Procure-Construct (EPC) Agreement for the wind farm, substation and interconnection; including: Civil Works Agreement (access roads and crane pads); Electrical Work Agreement ( MV Cables, substation, overhead line); Transformer Supply Contract; Turbine Supply Agreement (including foundation supply); Grid Connection Agreement; O&M Agreement for the wind farm; Management Services Agreement for the Project Company (covering the construction and the operation phases); technical and commercial management contract; Owner s Engineer Agreement; Environmental and Social Impact Assessment (ESIA); Environmental and construction permits; The Consultant shall review the PPA and Grid Connection Agreement and opine on: payment terms; performance testing and acceptance criteria for wind farm; liquidated damages, payment adjustments, force majeure; and reasonableness of the termination and buy-out provisions. The review of contractual arrangements, rights of way, and related costs in respect with the grid interconnection will be limited to a review of issues relevant for the technical operation of the project. It is assumed that the legal consultant reviews and opines on the contracts from the legal perspective with Consultant s assistance on technical aspects O&M Programme and O&M Contract(s) The Consultant shall review and opine on: 7

8 the O&M programme, including routine and unscheduled maintenance, and review and opine on O&M costs breakdown; the WTG technical advisory arrangements; staffing, start-up, training program, labour management; key staff qualifications, capability and experience; spare parts inventory and availability/risk of shortage; and EPC Contractor s support, post completion technical risks Procurement The Consultant shall review and opine on the compliance of the Sponsors procurement procedures with EBRD s Procurement and Policies Rules for private projects and that they are followed in the tendering process as well as other lenders procurement rules as applicable Financial Model The Consultant shall review and opine on: technical data inputs and calculations for accuracy, reasonableness and consistency with projection of energy production, project contracts and permits; reasonableness and adequacy of parameters; the financial model sensitivity scenarios; the adequacy of the working capital and major maintenance requirements, and operating budget; and general project s cash flow forecast Maintenance and Repair Cost forecast Review of technical input parameters in the financial model and perform a Maintenance and Repair Cost forecast as follows to verify the assumptions of the Financial Model. The review should cover costs for maintenance & repair for each year. The review should firstly not take into account any warranties, guarantees or other contractual arrangements relating to the design, manufacture, operations, maintenance or repair of the wind farms, and then should be compared to such contractual arrangements. The review will take into account the following main parameters among others: (h) (i) number and type of turbines (including capacity); energy yield of wind farm; start year of production; rotor diameter; presence of CMS system; background turbulence intensity; park efficiency; presence of substation to be maintained (HV/MV/no); length of internal roads to be maintained; and 8

9 (j) country. The Consultant shall provide a view on how the Sponsors projections compare with the market and the Consultant s experience on similar projects, and the Consultant will provide recommendations on adjustments of the techno-commercial financial model assumptions to be aligned with market standards and project agreements assuming that no serial defaults take place. The Consultant shall further provide a view on the necessity and, if deemed necessary, budget for a Maintenance Reserve Account to cover for OPEX which are not covered under any operating contracts and which timing is uncertain. The budget for the Maintenance Reserve Account will be given as 2017 values, excluding inflation effects. The accounted amount of gearbox failures (and cost) per turbine and per year will be explained in view of past experience with this turbine type or similar turbines of the same manufacturer CAPEX & OPEX Review and confirm the inputs in the Financial Model including, but not limited to, the following cost types: wind farm land rental or acquisition, taxes; hard costs (goods, works and services); technical operation and maintenance costs; assumed contingencies to ensure these are properly budgeted to account for the typical risks of such projects (specifically accounting for geotechnical risks, new turbine model risk and a buffer for archaeological risk); O&M reserve accounts; and breakdown capex and opex per contract Construction and Start-up The Consultant shall review and opine on: Sponsors capacity to implement the project; project implementation plan; construction and start-up schedule and EPC Contractor s execution plans, project plan, and capability of project manager to oversee and implement project, especially as they relate to achieving the commercial operation date; construction and start-up workmanship during construction, equipment delivery dates, critical paths and any associated risks; adequacy of the construction and start-up budgets, and the EPC Contractor s and their sub-contractors' ability to complete scope within the construction contracts amount; EPC Contractor s and owner's manpower staffing plans for the construction and startup of the facility; EPC Contractor's and its sub-contractors' experience with similar projects or training plan for their staffs; availability of labour, materials and construction equipment; 9

10 adequacy of EPC Contractor s procurement programme; EPC Contractor s quality and safety assurance programme; and site conditions, including site accessibility. It is assumed that all mentioned schedules and information in this section will be provided to the Consultant to be able to perform this task Review of Permits, Agreements and Licenses The Consultant shall provide a scheme of the required procedures to obtain all construction and operation permits during the project life. The Consultant shall provide direct support to the Lenders legal adviser for the review of relevant documents under this section to avoid an overlap of the scopes. The Consultant shall assist with the technical aspects of these documents. The Consultant shall review and opine on technical aspects of construction and operations licences, including: list and status of required licences, permits, agreements and approvals; land usage permits, right of way, ownership; building permits; environmental permits; approval for transmission lines, substation etc; PPA, Grid agreements; and other required legal documents; From these documents, the Consultant shall identify any requirement and/or restriction which could affect the construction and operation of the Project. The Consultant shall advise the Lenders on any curtailment risks and consequent impact on energy yield Financial close and first disbursement support Financial close support The Consultant shall provide ongoing support to the Lenders and their other advisors during the negotiation of financing documents and for the period leading up to signature of the loan agreements and meeting all the CPs to financial close. This will include: Delivery of the final Technical Adviser s due diligence report responding to requests for advice or input on technical matters from the Lenders or their other advisers, including follow-up questions arising from the Consultant's due diligence report or successive developments on the Project; and reviewing draft financing documentation to the extent they make reference to technical matters, including commenting on appropriate limits and thresholds; Reviewing conditions precedent to financial close under the financing documentation to the extent these relate to technical matters and providing a sign-off First disbursement support Providing the Lenders Technical Adviser s Certificate; 10

11 Providing a sign-off on the disbursement application for the first disbursement; and Reviewing conditions precedent to the first disbursement under the financing documentation to the extent these relate to technical matters and providing a sign-off. The first disbursement support is assumed not to exceed an amount of 15 man-days in total. If additional support is necessary this will be performed and charged as additional service. 3.2 Phase 2 - Monitoring during construction Phase 2 shall only be carried out by the Consultant on receipt of prior written confirmation from the Lenders. The Consultant will monitor the construction activities from financial close and with a combination of desk-top review of progress reports from the Project Company and visits to the Project site. The Consultant will provide: Confirmation that the necessary/required permits, consents etc are in place for fulfilment of conditions precedents; Review of disbursement requests and their adequacy (schedule, budget). Issuance of draw down requests should also include the verification of the underlying invoices to be paid; Confirmation that the required equity has been spent in the agreed amount; Review and approval of milestones & certificates (including provisional and final acceptance) Review of the Certification and confirmation that it is in-line with the international practices. During the site visits the Consultant will meet with the Sponsors and the contractor s representatives. The Consultant will monitor progress, opine on the updated project schedule, and will provide visit reports. Besides that, the Consultant will issue all the drawdown certificates based on summary evidence supplied by the Sponsors for the main construction contracts. More detailed activities of the Construction Monitoring to be completed by the Consultant shall include: Prepare and provide quarterly construction progress reports including Initial and Final Construction Completion reports; for avoidance of doubt, the Consultant will visit the site on a quarterly basis. Confirm construction is being undertaken according to principles of the contract framework and any project execution plans; Review the monthly progress reports produced by the EPC Contractor. Confirm that payment requests reflect actual progress; Issue all drawdown certificates including verification of the underlying invoices to be paid; Review all test plans and procedures and comment on their adequacy and appropriateness; Assess the Sponsors and/or Owner s Engineer s approach regarding tests on completion witnessing and contractor s supervision. The Consultant shall conduct a 11

12 (h) (i) (j) (k) visit during the testing and completion phase to witness the testing of the WTGs on a sample basis at the day of the visit, immediately prior to take-over of the relevant WTG(s); Provide technical assistance to the Lenders in making determinations for any waivers that might be requested by the Sponsors over the construction period; Provide confirmation of achievement of technical conditions precedent under the loan documentation and confirmation that the necessary/required permits, consents are in place for successful operational fulfilment of technical conditions precedents; Confirm that the required equity has been spent in the agreed amounts; Provide advice required by the Lenders in order that they can make disbursements in the accordance with the loan agreement; Review of Variation / Change orders. During each site visit, the progress of the Project will be checked with respect to the following reviews or validations: Site preparation, construction and installation activities; Permits, licenses and authorisations for construction and operation; Execution of the work in line with the approved documentation, plans, specifications, cost breakdown and time schedules; Quality of design and work, team organisation, progress and cost control systems in place; Achievement of payment milestones in accordance with payment requests of contractors; Attention to the Health & Safety regulations; Attention to the environmental and social restrictions; Attendance at acceptance meetings, if possible Estimation of delays for completion due to delayed construction progress; Reasonableness of Variation Orders, if any, instructed under the contract: appropriateness, rationale, financial value, likely impact on Project implementation, i.e. schedule and budget; We would expect the following site visits during the construction monitoring: construction of road access/crane pads and internal cabling; preparation of foundation, pouring concrete of first foundations; site prepared for turbine transportation; turbine on site; turbine installation; turbine commissioning; turbine performance test. 12

13 Approval of Drawdown Requests Based on the information and documentation prepared by the Sponsors and as well as own inspection on site as described above, the Consultant will check the fulfilment of the conditions of the related Construction and Supply Contracts in terms of completion of the agreed milestones and their accordance with the payment schedule. In order to issue a drawdown certificate, the Consultant will check relevant invoices compare them with the contractually agreed milestones and project s financial model. The Consultant shall review and verify whether certified progress payments to the contractors are based on estimated achieved progress (from progress reports) and conform to the payment schedule in the contracts. He shall assess the final contracts costs and Project costs versus estimates. Acceptance and Performance Testing The Consultant should plan to perform one site visit during the commissioning phase. The Consultant shall review the test log upon the Sponsors confirmation that in their view the tests have been completed, in order to state an opinion as to whether the acceptance tests have been satisfactorily passed and a recommendation will be made to the Lenders as to whether or not to accept the contract as completed. This will include inter alia: i) a review of environmental parameters in terms of complying with the Best Available Techniques and as defined in the permits; and ii) a review and opinion on all certifications that may be required for Project completion (site, foundations and wind turbine at least). The Consultant shall review the relevant Construction and Supply contracts and will verify the regulations on acceptance procedures concerning tests on completion, applying to the acceptance and final payment of the Contractor, defects liability, issue of performance certificates and payment of money. The most relevant acceptance milestones in the implementation of wind farm projects are: WTG Trial Tests and the achievement of Substantial Completion Final Completion and WTG hand-over In the course of the execution of civil and electrical works, the Consultant shall verify documentation provided by the Sponsors upon the execution and the completeness of the tests such as: foundation work (e.g. geotechnical open pit inspection, concrete and steel testing) roads and platforms (e.g. compaction test) energizing of circuits & transformers and turbines (voltage test), This documentation will be reviewed and commented with regard to fulfilment of standards and adequacy for quality assurance. The provision of the as-built documentation will be checked. During the start-up and performance testing phase of the WTGs, the Consultant, based on documentation forwarded by the Sponsors, shall verify if: 13

14 the start-up and test protocols prepared by the turbine supplier have been completed for each WTG each WTG has performed a full test run in accordance with the agreed test procedures and protocols the WTGs have achieved Substantial Completion with all certifications in place Final Completion and WTG hand-over has occurred. In the course of the monitoring of the taking over procedures, the Consultant shall verify the elaboration of the punch list by the Sponsors Engineer, assess the importance of the detected defects and give advice on the possible acceptance of the works or its rejection. If possible in accordance with planned site visits, the Consultant will attend the hand-over tests and acceptance meetings (in case of infrastructure, WTG final acceptances) on site or review their fulfilment based on the information and documentation received from the Sponsors (in case of long lasting trial tests). The Consultant will check and confirm to the Sponsors the delivery of as-built and operation & maintenance (O&M) manuals. 3.3 Phase 3 - Monitoring during operation Phase 3 shall only be carried out by the Consultant on receipt of prior written confirmation from Lenders. The Consultant will undertake the operations monitoring of commercial operations during the first two (2) years of operation, including site inspection visit(s), review of monthly operational reports, and production of annual operational reports. For the first year of operations, the scope will include semi-annual site visits and reports; a single annual visit will be carried out in the following year of operation. The Consultant will review all relevant documentation supplied and will provide an annual report which will comprise: Review of the operations log book; Review of quarterly reports provided by the Project Company; Review and opine on the operations budget; Review and opine on the adequacy of the O&M procedures; Review and opine on the performance of the equipment; Review and opine on the punch list management (if any); Monitor the end of warranty equipment inspections during the period of this assignment. 4 Implementation Arrangements The services under this contract are based on the following schedule: Phase 1 should last up to 12 months; Phase 2 should not last more than 24 months; Phase 3 shall comprise two semi-annual visits during the first year of operation and one annual visit following the second year of operation. 14

15 As mentioned above, the financial close long stop date (as per the PPA) during the Phase I is in December 2017 and the first disbursement is expected in the first quarter of The Consultant should make sure to have resources mobilized to meet these deadlines. For the avoidance of doubt, the Consultant s services for Phase 2 shall comprise up to eight (8) reports. In case of an extension to the construction period beyond 24 months, the Lenders client shall advise the Consultant in a timely manner whether the Lenders client wishes to: (1) delay construction progress reporting and site visits; OR (2) proceed with reporting on a quarterly basis. In case of (1), the 8 th and final construction monitoring reporting shall not be delayed later than 30 months following commencement of Phase 2. In case of (2) any reports beyond the 8 th report constitute additional services which are not covered under the maximum contract value. The Consultant is expected to make at least one site visit during Phase 1 and it is expected that Phase 1 should last up to 12 months (it is the Consultant s responsibility to take into account a potential delay in the design period). Phase 2 and phase 3 of the assignment shall only be carried out by the Consultant on receipt of written confirmation from the Lenders following satisfactory completion of Phase 1. The Lenders reserve the right to suspend the services of the Consultant between each phase without any extra costs to be charged by the Consultant to the Lenders client. The Sponsors will provide suitable and experienced counterpart staff, who will be assigned to work with the Consultant during their visits on site. The Sponsors team will be led by an English-speaker with appropriate experience. The Sponsors will provide or prepare documents in English or Arabic language for the assignment, which will be made available no more than three weeks after the formal request for documents, free of charge, to the Consultant. This includes the legal documents and contracts, EPC contract, the Operation and Maintenance Agreement, Owner s Engineer Agreement, studies, wind analysis (including information from the equipment used in the wind measuring campaigns), drawings of the wind farm (including digital representation of the terrain, maps of the site, roads, available area, final layout) and any other relevant materials required by the Consultant at the time of the kick-off meeting and during the site visit. The documentation will be provided electronically and in a searchable form. The documents should be able to be downloaded and printed. Up to two versions/revisions of all documentation may be made available. The Consultant shall be responsible for all interpretation and translations, with support of its local staffing. For the avoidance of doubt the translation requirements are understood to be for the Consultant s own use and limited to permits/licences, geotechnical and grid connection documents which are accepted by the Consultant in Arabic. All other documents will be provided by the Sponsors in English. The Consultant will clearly specify the total cost of its services on a lump sum basis for each Phase including a cap for the whole mandate and assuming reviews of its final report as part of and within the cap of the financial close and the first disbursement support (as outlined in 15

16 the Consultant s offer) to be executed upon demand of the Client. The Consultant will also specify the hourly rates of its team. Any additional work required that is outside the scope of work specified in this terms of reference or is in excess of the 15-day allowance for financial close and first disbursement shall only be performed by the Consultant subject to the prior written approval of the Lenders and after the Consultant provides estimated monetary cap that will be required for the additional work. The Consultant shall also maintain a current, itemised schedule of any additional hours and costs associated with such approved additional work, and shall provide the Lenders with a copy of this schedule following the completion of each additional item of work or immediately upon the request of the Lenders. 5 Reporting and Deliverables The Consultant will report to the Lenders Operation Leaders in charge of the assignment. All reports (draft and final) should be produced in English and be made available in hard copy and in electronic format (in Word and Excel as well as in pdf-format) to the Lenders. All written communication between the Consultant and the Lenders and the Sponsors should be in English. The Consultant will need to work closely with relevant staff of the Lenders to provide the information needed by the Lenders during the Project evaluation process. The Consultant should submit the deliverables as follows: 5.1 Phase 1 - Technical Due Diligence The Consultant will provide the Inception Report, covering inter alia the CAPEX, OPEX, timeline, energy yield review (independent recalculation to be provided in draft Final Report) and project main arrangement, and any red flags after receiving all relevant documents from the Sponsors and within 2 weeks of the site visit. The Consultant will provide the draft Final Report, covering in detail all points specified in Section 3 Scope of Work, within 4 weeks of the site visit.. The draft Final Report and Final Report shall include a Key Issues risk matrix in which each of the issues identified during the course of the assignment is listed, giving a brief description, the likelihood, potential impact and risk categorised, the Consultant s proposed mitigatory measures, and the current status of the issue. The Final Report will be provided within 2 weeks of receiving final comments from the Lenders. 5.2 Phase 2 - Monitoring during construction The Consultant shall provide to the Lenders up to eight (8) quarterly progress reports covering all aspect of the wind farm construction and Project, covering in detail all points specified in Section 3 Scope of Services, Phase 2. The Consultant shall provide all the necessary certificates relative to the takeover of the wind farm and the drawdown certificates. 16

17 In case there is a delay in the process, the Consultant shall continue to provide quarterly progress reports covering all aspect of the wind farm construction and Project, covering in detail all points specified in Section 3 Scope of Services, Phase Phase 3 - Monitoring during operation The Consultant is expected to conduct an annual site visit (envisaged duration of the site visit is one day). The Consultant shall review any relevant documents and provide an annual operational report of the Project, following two years of operation, covering in detail all points specified in Section 3 Scope of Services, Phase 3. During the first year of operations, visits and reporting will be semi-annual, i.e. the Consultant will issue two semi-annual reports: the first following six (6) months, and the second following twelve (12) months of operation. 6 Staffing Consultant Profile: Corporate services are sought. The Consultant is likely to be a consulting firm or a consortium of firms providing experts with relevant experience and professional qualifications in wind farms, preferably in EBRD s countries of operation or similar environments. The following is the minimum experience and expertise required for this assignment: (i) a Senior Engineer/Team Leader with an engineering degree, with minimum 15 years experience in design of wind farm, and with in-depth knowledge of windfarms project schedule and management; and (ii) (iii) (iv) (v) (vi) a Technical Expert with an engineering degree and with minimum 10 years experience in wind farm and with in-depth knowledge of wind turbines / wind farms design, costs and O&M procedures; and a Technical Expert with an engineering degree and with minimum 8 years experience in wind farm and wind energy yield assessment; and a Technical Expert with an engineering degree and with minimum 5 years experience in wind farm and grid connection requirements and electrical design for wind farm; and a Technical Expert with an engineering degree and with minimum 5 years experience in foundation and civil works design for wind farm; and a Technical Expert with an engineering degree and with minimum 5 years experience in planning and permitting for wind farm project; and (vii) a Procurement/ Financial Expert with minimum 5 years experience in wind turbines / wind farms contracts and Business Plan and good understanding of the wind farm and the financing requirements of EBRD or other international financial institutions; and (viii) Local Experts with an engineering degree, with minimum 5 years experience in design of wind farms, with in-depth knowledge of local technical and environmental regulations. 17

18 ANNEX I RECEIVABLES TO BE CONFIRMED AT KICK-OFF MEETING The following input data are required from the Sponsors in order to complete the tasks listed in the scope of work. 1. General Coordinates of all the elements: WTGs, met masts and substations Technical description Overview map Detailed maps including topography, access roads, buildings etc. 2. Wind resource assessment and Site Suitability Available wind study/ies including annexes Raw wind data Met tower installation reports Met tower history log (records about any changes of equipment or settings etc.) Sensor calibration reports Additional wind data, if available, (i.e. long-term reference wind data in the vicinity) All other wind, turbulence and noise related studies Information on curtailments and other losses if applicable Site suitability assessment (if any) 3. Land Use Arrangements Cadastral maps for the locations Land lease contracts Easement agreements Other relevant documents 4. Civil Design, Wind Turbine Transport and Erection Preliminary Geological report and reports about soil investigations performed Wind farm layout Preliminary Internal road and crane pad design 18

19 WTG standard foundation design WTG foundation loads given by the WTG manufacturer Construction schedule Road / transportation survey 5. Interconnection of the Wind Farm and Electrical Design Generation, loads, voltage level; single line diagram Facility study Single line diagram Substation electrical and civil basic design Collector system design Calculation of electrical and transmission losses 6. WTG specifications / General specifications of the WTG-manufacture WTG design documents (turbine specification, type certificate etc.) Specification of the SCADA system Service manuals and operation manuals Site suitability assessment report from the WTG-supplier 7. Contracts EPC Contract including attachments Grid interconnection agreements including attachments Operation and maintenance agreement including attachments Technical and commercial management agreement Power purchase agreement Owner s Engineer agreement 8. Budget Verification Summary of the Project budget (CAPEX and OPEX) including assumptions for contingencies Preliminary Financial Model 19

20 9. Studies, Government Regulations and Licensing List and status of required licenses and approvals Environmental studies including sounds analysis and shadow flicker Environmental permits Building permits Transportation permits This list describes the standard set of documents which is typically required. The list may be amended once the review has started and additional information may be needed. 20

21 ANNEX II SCOPE FOR THE INDEPENDENT WIND ENERGY ASSESSMENT Required Task Comment Yes Site visit 3 days including local travelling time Yes Check of complete data supply As listed in the ToRs Yes Wind data evaluation and data set selection. Reviewing the quality of the wind data collected on site and at meteorological stations located around the project. Data from up to 2 wind measuring masts Yes Long-term correlation Reanalysis data and/or meteorological data if suitable data available. Selecting a suitable reference meteorological stations and perform a MCP correlation (Measure-Correlate-Predict) analysis to derive the long term ambient conditions Yes Site suitability assessment and classification According to IEC best international standards Yes Modelling the wind flow to establish wind speed variations over the site area at the hub height of the turbine due to terrain effects The terrain is simple, but a Computational Fluid Dynamics (CFD) model should be used (using an industry standard software) to handle the wind flow over the proposed project area. No Layout optimisation and micro-siting Provided by the Sponsors Yes Energy Yield and Efficiency Calculation For the given wind farm configurations. Up to 2 sets of documents Yes Estimation and calculation of Losses For the given wind farm configurations up to 2 sets of documents Yes Uncertainty and probability of exceedance Detailed uncertainty assessment P50, P75, P90, P95, P99 1 year, 10 years, 20 years prediction horizon Yes Report As per ToRs 21